On September 21, 2012, T & G APOTHECARY, INC. (“T & G”) entered into a letter of intent (“LOI”) with Biologix Hair Inc. (“Biologix”) regarding a business combination which may be effected in one of several different ways, including an asset acquisition, merger of Biologix and T & G or a share exchange whereby T & G purchases the shares of Biologix from its shareholders in exchange for 26,430,000 restricted common shares of T & G, on a post split basis. The business combination contemplated by the LOI is subject to the fulfillment of certain conditions precedent; including but not limited to: due diligence and the negotiation of a definitive agreement, approval of T & G’s and Biologix’s board of directors and shareholders of Biologix, the completion of an audit of the Biologix financial statements, certain financing requirements, and customary third party and regulatory approvals. In addition, we have agreed to undertake a forward stock split of our issued and outstanding shares on a seven for one basis.
In anticipation of the proposed acquisition, T & G will be commencing the process for the change of its name to “Biologix Hair Inc.”. The foregoing description of the LOI is qualified in its entirety by the contents of the LOI attached as Exhibit 99.1 to this current report.
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